FROM THE REGULATORS

News and Notices

The Ontario Securities Commission's Staff ("OSC
Staff") has announced that it is proceeding with the following
enforcement initiatives:

"No-contest settlements" – a program whereby
certain kinds of enforcement cases could be settled without the
respondent making formal admissions respecting its misconduct;

A program for explicit no-enforcement action agreements;

Clarifying the self-reporting process under the current credit
for cooperation program; and

Enhanced public disclosure of credit granted to persons who
co-operate with OSC Staff in the course of an enforcement
investigation.

It should be noted that the initiatives described above do not
affect any of the Ontario Securities Commission's Rules of
Procedure, and that any decision to accept or reject a proposed
no-contest settlement would ultimately be determined by the Ontario
Securities Commission hearing panel considering the matter.

Further information about these initiatives can be found in OSC
Staff Notice 15-702 Revised Credit for Cooperation
Program.

On March 6, 2014, the Investment Industry Regulatory
Organization of Canada ("IIROC") released proposed
guidance for underwriters conducting due diligence in the context
of securities offerings (the "Proposal"). The Proposal
stems from a review by IIROC of its members' underwriting
activities, and its identification of different due diligence and
record-keeping practices across members.

IIROC has released the Proposal in an attempt to promote
consistency and enhanced standards in respect of the underwriting
due diligence practices of its members.

The overarching theme of the guidance offered by the Proposal is
the need, on the part of underwriters, to apply professional
judgment and context-specific analysis to the due diligence
process. Aside from the most basic due diligence functions, a
formulaic or "check-the-box" type approach should be
eschewed for a due diligence process that considers the particular
details of the offering, and the level of due diligence that is
both reasonable and appropriate in the circumstances (e.g.
offerings involving certain foreign and emerging market issuers may
necessitate a higher level of due diligence). Form should not trump
substance. While a member's due diligence process should be
flexible and context driven, it should not be ad-hoc. Rather, the
Proposal would require that an underwriter maintain written due
diligence policies and procedures and an oversight process to
identify compliance issues that arise in the course of a
member's underwriting activities.

More generally, the Proposal emphasizes the important role
underwriters play as gatekeepers to the capital markets. The
Proposal notes that a gatekeeper role necessitates a due diligence
process that encompasses a much broader purpose, one that goes
beyond risk mitigation or limitation of liability, and that seeks
to play a role in "protecting investors, fostering fair and
efficient capital markets and creating and maintaining confidence
in capital markets."

The complete text of the Proposal is available here, and includes a summary of suggested and
common due diligence practices, and a list of matters to be
considered by underwriters when formulating a due diligence plan.
IIROC is soliciting comments and answers to various questions from
members and interested parties up until June 4, 2014.

LEGAL BRIEFS AND COMMENTARY

Brian Koscak and
Peter Dunne from our
Securities Group have published an article on the implications
of the proposed amendments to National Instrument 31-103 –
Registration Requirements, Exemptions and Ongoing Registrant
Obligations ("NI 31-103"). The article focuses on the
proposed amendment to section 8.5(a) of NI 31-103, which currently
provides an exemption to the registration requirement to a person
or company who makes a trade, if such trade is made solely through
an agent who is a dealer registered in a category that permits the
trade. The Canadian Securities Administrators proposes to amend the
exemption by removing the "solely" qualifier and adding
language to restrict the circumstances in which the exemption may
be relied upon. For the full article, please click
here.

Nothing in Life is Free, Including Employees

Geoffrey Breen from our
Employment & Labour Group has published an article
cautioning employers to be wary of hiring interns on a without-pay
basis. As employment standards legislation in most jurisdictions
only permits interns to be unpaid in very limited circumstances,
employers could find themselves facing significant fines or ordered
to pay damages for failing to pay or provide employment benefits to
the interns they hire. Needless to say, the improper use of unpaid
interns has the potential to be exploitative and can be very
damaging to an employer's reputation at the same time. For the
full article, please click
here.

CBB KNOWLEDGE CENTRE

Tips and guidelines to assist our clients in understanding the
law and becoming better drafters

Disclosure Matters

Issuers are reminded that in a material change report, if any,
required to be filed in connection with a related party
transaction, they must provide the detailed disclosure described in
section 5.2 of MultiIateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions. This disclosure
includes, among other things, (i) a description of the interest in
the transaction of every interested party (and any associated
entities of the interested parties) and of the related parties;
(ii) the anticipated effect of the transaction on the percentage of
securities of the issuer or an affiliated entity of the issuer
beneficially owned or controlled by any of the foregoing persons,
for which there would be a material change in that percentage;
(iii) a discussion of the review and approval process adopted by
the board of directors and the special committee; and (iv) the
formal valuation and minority approval exemptions, if any, on which
the issuer is relying.

If the material change report described above is filed less than
21 days before the expected closing of the transaction, issuers
must explain in the news release and in the material change report
why the shorter period is reasonable or necessary in the
circumstances.

PUBLIC COMPANY ACTIVITY

Information and intelligence about what public companies are
doing in the market

Take-Over Bids

All of
the issued and outstanding common shares not already owned by
CWAL

$4.55
per common share

Upcoming Shareholder Meetings

On March 28, 2014, the Class A shareholders, Class L
shareholders, Class B shareholders and Class P shareholders of The Business, Engineering & Technology
Discoveries Fund Inc. (the "Fund") will be asked to
vote, each as a class, to approve, among other things, the sale of
all or substantially all of the property of the Fund to Tier One
Capital Limited Partnership.

On April 3, 2014, the shareholders of Canada Bread Company, Limited ("Canada
Bread") will be asked to vote to approve a plan of arrangement
with Bimabel Canada Inc., a wholly-owned subsidiary of Grupo Bimbo,
S.A.B. de C.V., whereby ("Bimabel") will acquire all of
the issued and outstanding common shares of Canada Bread.

On April 4, 2014, the shareholders of Pennant Energy Inc. ("Pennant") will
be asked to vote to approve a plan of arrangement with Blackbird
Energy Inc. ("Blackbird") whereby Blackbird will acquire
all of the issues and outstanding common shares of Pennant.

On April 7, 2014, the shareholders of Mercator Minerals Ltd. ("Mercator")
will be asked to vote to approve a plan of arrangement with
Mercator Intergeo MMC Ltd whereby, among other things, each
Mercator shareholder, for every Mercator common share held, will
receive one common share of the resulting issuer post-arrangement
and one put right effective post-arrangement from the resulting
issuer.

WHAT WE'RE READING

Capital Markets

This post from Justin Fox, Executive Editor,
New York, of the Harvard Business Review Group, comes as the US
Supreme Court hears Halliburton Co. v. Erica P. John Fund,
Inc., a case in which the "fraud on the market"
doctrine that underlies most securities class-action lawsuits is
being put to the test. The post notes among other things that since
the original decision in Basic, Inc., v. Levinson was
released, there has been a shift in academic thinking on the
doctrine, which consensus view describes as "not just flawed,
second-best, misdirected, or in need of improvement, but flat-out
senseless, mindless, and reasonless" (from University of
Pennsylvania law professors William W. Bratton and Michael L.
Wachter). Fox is not anticipating any sea change as a result of the
decision. However, his "fun facts" do provide a concise
history of the developments in United States securities laws and
fraud on the market that have led up to this case and that are
worth reviewing for issuers in the US market.

WHAT WE'VE BEEN UP TO

Recent Transactions

We acted for Crocodile Gold Corp. in connection
with a $18 million private placement financing with Sprott Asset
Management LP on behalf of certain funds and managed accounts, Eric
Sprott and Luxor Capital Group. The net proceeds will be used to
fund the company's growth projects, such as the Big Hill
project and regional exploration programs, as well as for general
working capital purposes. Click
here for further details.

In the News

Paul Stein was quoted in Listed
Magazine in an article titled "Waiting for the
Light", which shed some light on the dark place that was the
mining sector in 2013. According to the article, industry experts
believe that we will be seeing more hostile transactions and proxy
fights in 2014. Paul Stein agrees and says that the Goldcorp-Osisko
situation - the sector's first major hostile offer in some time
- is a signal to expect further consolidation among producers.
Explains Paul: "Mining M&A activity will pick up out of
necessity because there isn't capital available." For the
full article, please click here.

We acted for a syndicate of underwriters co-led by TD
Securities Inc. and BMO Capital Markets
in connection with an offering of 74,290,000 units of Rubicon
Minerals Corporation, an advanced stage gold development company.
The proceeds of the offering will be used by the company to further
develop its Phoenix Gold project.

Wendy Berman was quoted in the February 18,
2014 edition of the Financial Post in an article titled
"Ontario Court Gives Companies More Powers to Fight Proxy
Battles", which focused on an Ontario Superior Court decision
giving companies greater leeway to defend against dissident
shareholders during proxy battles. Explains Wendy: "The ruling
says that companies who defend themselves in a press release are
not in breach of the rules against solicitation as long as they
stop short of asking people to vote for management."

Wendy goes on to say that the decision (Smoothwater Capital Partners v. Equity
Financial Holdings) recognizes the reality of shareholder
activism in Canada. "It shows that we're growing up in
terms of proxy fights and figuring out what the rules are as these
battles become more common." For the full story, please click
here.

The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.

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Click to Login as an existing user or Register so you can print this article.

As a construction company that actively bids and works on larger infrastructure projects, you will likely be required to provide a signed certification in response to future Requests for Qualifications.

On November 14, 2016, the Securities and Exchange Commission ("SEC") announced an award of more than $20 million to a whistleblower who promptly provided the regulator with valuable information that allowed the SEC to commence an enforcement action against the wrongdoers before they could squander the money.

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